0000097216false00000972162026-07-312026-07-31

                                                        
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_____________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) July 31, 2026

TEREX CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware1-1070234-1531521
(State or Other Jurisdiction(Commission(IRS Employer
of Incorporation)File Number)Identification No.)
301 Merritt 7, 4th Floor
NorwalkConnecticut
06851
(Address of Principal Executive Offices)(Zip Code)
            
Registrant's telephone number, including area code (203) 222-7170
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.01 par value)TEXNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐





Item 8.01. Other Events.

On February 2, 2026, Terex Corporation, a Delaware corporation (“Terex” or the “Company”), filed a Current Report on Form 8-K in connection with the completion of its previously announced acquisition of REV Group, Inc. (“REV”) and its subsidiaries on February 2, 2026 pursuant to the Agreement and Plan of Merger dated as of October 29, 2025 (the “Merger”).

To provide its investors with additional information and for the purpose of incorporating by reference the exhibits filed herewith into its registration statements, the Company is voluntarily filing: (a) as Exhibit 99.1 to this Current Report on Form 8-K, unaudited condensed consolidated financial statements of REV and its subsidiaries as of January 31, 2026 and for the three months ended January 31, 2026 and January 31, 2025; and (b) as Exhibit 99.2 to this Current Report on Form 8-K, the unaudited pro forma condensed combined statements of operations of the Company for the six months ended June 30, 2026 and for the year ended December 31, 2025.

The pro forma financial information included as Exhibit 99.2 to Current Report on Form 8-K has been presented for illustrative purposes only, and is not intended to, and does not purport to, represent what the Company’s actual results of operations or financial condition would have been if the Merger had occurred on the relevant date, and is not intended to project the future results of operations or financial condition that the Company may achieve following the Merger.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits
99.1
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 31, 2026
                                    
TEREX CORPORATION
By: /s/ Jennifer Kong-Picarello
Jennifer Kong-Picarello
Senior Vice President and Chief Financial Officer

- 2 -

Exhibit 99.1






REV Group, Inc.
245 South Executive Drive, Suite 100
Brookfield, WI 53005

Quarterly Report

For the three month period ended January 31, 2026







Table of Contents

Page

2

REV Group, Inc. and Subsidiaries
Condensed Unaudited Consolidated Balance Sheets
(Dollars in millions, except share amounts)

(Audited)
January 31, 2026October 31, 2025
ASSETS
Current assets:
Cash and cash equivalents$80.6 $34.7 
Accounts receivable, net183.5 167.6 
Inventories, net531.8 527.1 
Other current assets44.9 48.3 
Assets held for sale24.4 — 
Total current assets865.2 777.7 
Property, plant and equipment, net154.3 157.7 
Goodwill135.7 137.7 
Intangible assets, net82.4 85.8 
Right of use assets21.0 20.4 
Deferred income taxes10.0 9.7 
Other long-term assets14.2 11.0 
Total assets$1,282.8 $1,200.0 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable$193.2 $194.8 
Short-term customer advances175.5 171.1 
Accrued compensation22.0 40.4 
Short-term accrued warranty25.0 25.7 
Short-term lease obligations5.1 5.1 
Other current liabilities74.8 78.2 
Liabilities held for sale1.4 — 
Total current liabilities497.0 515.3 
Long-term debt121.0 40.0 
Long-term customer advances183.7 167.5 
Long-term lease obligations16.7 16.1 
Other long-term liabilities46.2 44.8 
Total liabilities864.6 783.7 
Commitments and contingencies
Shareholders' Equity:
Preferred stock ($.001 par value, 95,000,000 shares authorized; none issued or outstanding)— — 
Common stock ($.001 par value, 605,000,000 shares authorized; 49,037,651 and 48,806,145 shares issued and outstanding, respectively)0.1 0.1 
Additional paid-in capital208.0 215.4 
Retained earnings210.2 200.6 
Accumulated other comprehensive (loss) income(0.1)0.2 
Total shareholders' equity418.2 416.3 
Total liabilities and shareholders' equity$1,282.8 $1,200.0 

See Notes to Condensed Unaudited Consolidated Financial Statements.
3

REV Group, Inc. and Subsidiaries
Condensed Unaudited Consolidated Statements of Income and Comprehensive Income
(Dollars in millions, except per share amounts)

Three Months Ended
January 31,
20262025
Net sales$552.1 $525.1 
Cost of sales475.5 455.3 
Gross profit76.6 69.8 
Operating expenses:
Selling, general and administrative45.3 41.8 
Total operating expenses45.3 41.8 
Operating income31.3 28.0 
Interest expense, net6.2 6.0 
Loss on held for sale11.6 — 
Income before provision for income taxes13.5 22.0 
Provision for income taxes0.2 3.8 
Net income$13.3 $18.2 
Other comprehensive (loss) income, net of tax(0.3)0.4 
Comprehensive income$13.0 $18.6 
Net income per common share:
Basic$0.27 $0.35 
Diluted0.27 0.35 
Dividends declared per common share0.06 0.06 


See Notes to Condensed Unaudited Consolidated Financial Statements.
4

REV Group, Inc. and Subsidiaries
Condensed Unaudited Consolidated Statements of Cash Flows
(Dollars in millions)

Three Months Ended
January 31,
20262025
Cash flows from operating activities:
Net income$13.3 $18.2 
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization6.5 6.0 
Stock-based compensation expense3.8 2.6 
Deferred income taxes(0.3)1.7 
Loss on held for sale11.6 — 
Other non-cash adjustments0.1 0.4 
Changes in operating assets and liabilities, net(45.4)(42.0)
Net cash used in operating activities(10.4)(13.1)
Cash flows from investing activities:
Purchase of property, plant and equipment(7.4)(4.9)
Other investing activities(2.4)0.1 
Net cash used in investing activities(9.8)(4.8)
Cash flows from financing activities:
Net proceeds from borrowings on revolving credit facility81.0 55.0 
Payment of dividends(3.7)(3.9)
Repurchase and retirement of common stock— (19.2)
Other financing activities(11.2)(7.0)
Net cash provided by financing activities66.1 24.9 
Net increase in cash and cash equivalents45.9 7.0 
Cash and cash equivalents, beginning of period34.7 24.6 
Cash and cash equivalents, end of period$80.6 $31.6 
Supplemental disclosures of cash flow information:
Cash paid for interest$4.2 $4.7 


See Notes to Condensed Unaudited Consolidated Financial Statements.
5

REV Group, Inc. and Subsidiaries
Condensed Unaudited Consolidated Statements of Shareholders’ Equity
(Dollars in millions, except share amounts)
Common StockAdditional Paid-inRetainedAccumulated
Other
Comprehensive		Total
Shareholders'
Amount# SharesCapitalEarningsIncome (Loss)Equity
Balance, October 31, 2025$0.1 48,806,145 Sh.$215.4 $200.6 $0.2 $416.3 
Net income13.3 13.3 
Stock-based compensation expense3.8 3.8 
Vesting of restricted and performance stock units, net of employee tax withholdings— 276,120 Sh.(7.5)(7.5)
Employee tax withholdings on vesting of restricted stock awards— (44,614Sh.)(3.7)(3.7)
Other comprehensive loss, net of tax(0.3)(0.3)
Dividends declared on common stock(3.7)(3.7)
Balance, January 31, 2026$0.1 49,037,651 Sh.$208.0 $210.2 $(0.1)$418.2 
Common StockAdditional Paid-inRetainedAccumulated
Other
Comprehensive		Total
Shareholders'
Amount# SharesCapitalEarningsIncomeEquity
Balance, October 31, 2024$0.1 52,131,600 Sh.$316.5 $118.3 $0.2 $435.1 
Net income18.2 18.2 
Stock-based compensation expense2.6 2.6 
Vesting of restricted stock units, net of employee tax withholdings— 172,974 Sh.(2.2)(2.2)
Employee tax withholdings on vesting of restricted stock awards— (67,609Sh.)(2.1)(2.1)
Other comprehensive income, net of tax0.4 0.4 
Repurchase and retirement of common stock, including fees and excise taxes— (579,165Sh.)(19.3)(19.3)
Dividends declared on common stock(3.9)(3.9)
Balance, January 31, 2025$0.1 51,657,800 Sh.$295.5 $132.6 $0.6 $428.8 
See Notes to Condensed Unaudited Consolidated Financial Statements.
6

REV Group, Inc. and Subsidiaries
Notes to the Condensed Unaudited Consolidated Financial Statements
(All tabular amounts presented in millions, except share and per share amounts)

Note 1. Basis of Presentation
The Condensed Unaudited Consolidated Financial Statements include the accounts of REV Group, Inc. (“REV” or “the Company”) and all its subsidiaries. In the opinion of management, the accompanying Condensed Unaudited Consolidated Financial Statements contain all adjustments (which include normal recurring adjustments, unless otherwise noted) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted. These Condensed Unaudited Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2025. The interim results are not necessarily indicative of results for the full year.
Merger Transaction: On October 29, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Terex Corporation, a Delaware Corporation (“Terex”), Tag Merger Sub 1 Inc., a Delaware corporation and a directly wholly owned subsidiary of Terex (“Merger Sub 1”), and Tag Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Terex (“Merger Sub 2”).
On February 2, 2026, the Terex Merger was completed in accordance with the terms of the Merger Agreement. Refer to Note 15, Subsequent Events for additional information.
Note 2. Revenue Recognition
Substantially all of the Company’s revenue is recognized from contracts with customers with product shipment destinations in North America. The Company accounts for a contract when it has approval and commitment from both parties, the rights and payment terms of the parties are identified, the contract has commercial substance and collectability of consideration is probable. The Company determines the transaction price for each contract at inception based on the consideration that it expects to receive for the goods and services promised under the contract. The transaction price excludes sales and usage-based taxes collected and certain “pass-through” amounts collected on behalf of third parties. The Company has elected to expense incremental costs to obtain a contract when the amortization period of the related asset is expected to be less than one year.
The Company’s primary source of revenue is generated from the manufacture and sale of specialty vehicles through its direct sales force and dealer network. The Company also generates revenue through separate contracts that relate to the sale of aftermarket parts and services. Revenue is primarily recognized at a point-in-time, when control is transferred, which generally occurs when the product has been shipped to the customer or when it has been picked-up from the Company’s manufacturing facilities. Revenue from services and revenue from when the entity's performance enhances an asset the customer controls are recognized over time based on a cost input method. Revenues generated over time are considered an immaterial percentage of total revenue. Shipping and handling costs that occur after the transfer of control are fulfillment costs that are recorded in Cost of sales in the Consolidated Statements of Income and Comprehensive Income when incurred or when the related product revenue is recognized, whichever is earlier. Certain customers may request bill and hold transactions according to the terms in the contract. In such cases, revenue is not recognized until after control has transferred which is generally when the customer has requested such transaction and has been notified that the product (i) has been completed according to customer specifications, (ii) has passed our quality control inspections, (iii) has been separated from our inventory and is ready for physical transfer to the customer, and (iv) the Company cannot use the product or redirect the product to another customer. Warranty obligations associated with the sale of a unit are assurance-type warranties that are a guarantee of the unit’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract.
7

Contract Assets and Contract Liabilities
The Company is generally entitled to bill its customers upon satisfaction of its performance obligations, and payment is usually received shortly after billing. Payments for certain contracts are received in advance of satisfying the related performance obligations. Such payments are recorded as Customer advances in the Company’s Condensed Unaudited Consolidated Balance Sheets. The Company reduces the customer advance balances when the Company transfers control of the promised good or service. During the three months ended January 31, 2026, and January 31, 2025, the Company recognized $54.7 million and $35.0 million, respectively, of revenue that was included in the customer advance balances of $338.6 million and $318.1 million as of October 31, 2025 and October 31, 2024, respectively. Within the Specialty Vehicles segment, customers earn interest on customer advances at a rate determined at contract inception. The Company incurred interest charges on customer advances during the three months ended January 31, 2026 and January 31, 2025 of $4.3 million and $2.8 million, respectively. The interest charges were recorded in Interest expense in the Condensed Unaudited Consolidated Statements of Income and Comprehensive Income. The Company does not have significant contract assets.
Remaining Performance Obligations
As of January 31, 2026, the Company had unsatisfied performance obligations for non-cancelable contracts with an original duration greater than one year totaling $3,415.6 million, of which $1,435.5 million is expected to be satisfied and recognized in revenue in the next twelve months and $1,980.1 million is expected to be satisfied and recognized in revenue thereafter.
Note 3. Supply Chain Finance Program
The Company has an unsecured agreement with a third-party financial institution to facilitate a supply chain finance (“SCF”) program. The SCF program allows qualifying suppliers to sell their receivables due from the Company, on an invoice level at the selection of the supplier, to the financial institution and negotiate their outstanding receivable arrangements and associated fees directly with the financial institution. The Company is not party to the agreements between the supplier and the financial institution. The supplier invoices that have been confirmed as valid under the program require payment in full by the Company within 120 days of the invoice date.
All outstanding amounts related to suppliers participating in the SCF program are confirmed with the third-party financial institution and are recorded in Accounts payable in the Condensed Unaudited Consolidated Balance Sheets. The Company’s outstanding obligation under the SCF program as of January 31, 2026 and October 31, 2025 was $11.4 million and $11.2 million, respectively.
Note 4. Inventories
Inventories consisted of the following:
January 31, 2026October 31, 2025
Chassis$70.7 $91.2 
Raw materials & parts174.9 167.3 
Work in process263.6 252.6 
Finished products39.2 37.0 
548.4 548.1 
Less: reserves(16.6)(21.0)
Total inventories, net$531.8 $527.1 

8

Note 5. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
January 31, 2026October 31, 2025
Land & land improvements$15.5 $16.6 
Buildings & improvements103.4 107.8 
Machinery & equipment106.6 107.2 
Computer hardware & software61.8 62.6 
Office furniture & fixtures6.3 6.4 
Construction in process20.3 18.4 
313.9 319.0 
Less: accumulated depreciation(159.6)(161.3)
Total property, plant and equipment, net$154.3 $157.7 
Depreciation expense was $6.2 million and $5.4 million for the three months ended January 31, 2026 and January 31, 2025, respectively.
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Note 6. Goodwill and Intangible Assets
The table below represents goodwill by segment:
January 31, 2026October 31, 2025
Specialty Vehicles$95.2 $95.2 
Recreational Vehicles40.5 42.5 
Total goodwill$135.7 $137.7 
The change in the net carrying value of goodwill consisted of the following:
Three Months Ended
January 31,
20262025
Balance at beginning of period$137.7 $137.7 
Held for sale (Note 7)(2.0)— 
Balance at end of period$135.7 $137.7 
Intangible assets (excluding goodwill) consisted of the following:
January 31, 2026
GrossAccumulated
Amortization		Net
Finite-lived Customer Relationships$23.1 $(19.1)$4.0 
Indefinite-lived trade names78.4 — 78.4 
Total intangible assets, net$101.5 $(19.1)$82.4 

October 31, 2025
GrossAccumulated
Amortization		Net
Finite-lived Customer Relationships$23.1 $(18.8)$4.3 
Indefinite-lived trade names81.5 — 81.5 
Total intangible assets, net$104.6 $(18.8)$85.8 
The change in the net carrying value of indefinite-lived trade names consisted of the following:
Three Months Ended
January 31,
20262025
Balance at beginning of period$81.5 $89.4 
Held for sale (Note 7)(3.1)— 
Balance at end of period$78.4 $89.4 
Amortization expense was $0.3 million and $0.6 million for the three months ended January 31, 2026 and January 31, 2025, respectively. Estimated future amortization expense of finite-lived intangible assets for the remainder of fiscal year 2026 and each of the five fiscal years succeeding October 31, 2026 is as follows: 2026 (remaining nine months) - $0.9 million; 2027 - $1.2 million; 2028 - $1.2 million; 2029 - $0.7 million, at which point all finite-lived intangible assets will be fully amortized. As of January 31, 2026, fully amortized intangible assets and the related accumulated amortization were written off.
Note 7. Held for Sale
In connection with a strategic review of the product portfolio, the Company, as of January 31, 2026, was pursuing the sale of certain assets and liabilities of Midwest Automotive Designs (“Midwest”), a business within the Recreational Vehicles segment. The assets and liabilities to be divested in connection with this transaction met the held for sale criteria as of January 31, 2026. The carrying value of the assets and liabilities held for sale was greater than the estimated sales proceeds, less expected costs to sell, resulting in a non-cash loss of $11.6 million which is included in the Condensed Unaudited Consolidated Statements of Income and Comprehensive Income for the three months ended January 31, 2026.
10

As of January 31, 2026, assets and liabilities held for sale consisted of the following balances:
January 31, 2026
ASSETS
Inventories, net$25.7 
Other current assets0.4 
Property, plant and equipment, net4.8 
Goodwill2.0 
Intangible assets, net3.1 
Loss on assets held for sale(11.6)
Total assets held for sale$24.4 
LIABILITIES
Accrued warranty$1.3 
Other liabilities0.1 
Total liabilities held for sale$1.4 
The Company completed the sale of Midwest on February 9, 2026. Refer to Note 15, Subsequent Events, for further details.
Note 8. Long-Term Debt
The Company was obligated under the following debt instrument:
January 31, 2026October 31, 2025
ABL Facility$121.0 $40.0 
ABL Facility
On February 20, 2025, the Company entered into a third amendment to its then existing ABL agreement (the “2021 ABL Agreement” or the “2021 ABL Facility”), hereafter referred to as the “Amended 2021 ABL Agreement” or the “Amended 2021 ABL Facility”. The Amended 2021 ABL Facility provides for revolving loans and letters of credit in an aggregate amount of up to $450.0 million. The total credit facility is subject to a $45.0 million sublimit for swing line loans and a $35.0 million sublimit for letters of credit (plus up to an additional $20.0 million of letters of credit at issuing bank’s discretion), along with certain borrowing base and other customary restrictions as defined in the Amended 2021 ABL Agreement. The Amended 2021 ABL Agreement allows for incremental facilities in an aggregate amount of up to $100.0 million, plus the excess, if any, of the borrowing base then in effect over total commitments then in effect. Any such incremental facilities are subject to receiving additional commitments from lenders and certain other customary conditions. Subject to certain conditions and limitations set forth in the Amended 2021 ABL Agreement, the Company is also permitted to enter into an additional secured term loan credit facility with financial institutions acceptable to the administrative agent. The debt issuance costs capitalized in connection with the Amended 2021 ABL Facility less accumulated amortization are included in Other long-term assets in the Company’s Consolidated Balance Sheets. The debt issuance costs are amortized over the life of the debt on a straight-line basis. The Amended 2021 ABL Facility matures on February 20, 2030. The Company may prepay principal, in whole or in part, at any time without penalty.
The following table summarizes the gross borrowing and gross payments of long-term debt:
Three Months Ended
January 31,
20262025
Gross borrowings$272.0 $213.0 
Gross payments191.0 158.0 
Total net borrowings$81.0 $55.0 
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All revolving loans under the Amended 2021 ABL Facility bear interest at rates equal to, at the Company’s option, either a base rate plus an applicable margin, or a SOFR rate plus an applicable margin and credit spread adjustment of 0.1% for all interest periods. As of October 31, 2025, the interest rate margins are 0.5% for all base rate loans and 1.5% for all SOFR rate loans (with the SOFR rate having a floor of 0.0%), subject to adjustment based on the calculation of average quarterly availability in relation to the total revolving loan commitment. Interest is payable quarterly for the swing line loan and all base rate loans, and is payable on the last day of any interest period or every three months for all SOFR rate loans. The weighted-average interest rate on borrowings outstanding under the Amended 2021 ABL Facility was 5.4% as of January 31, 2026. The weighted-average interest rate on borrowings outstanding under the 2021 ABL Facility was 5.6% as of October 31, 2025.
The lenders under the Amended 2021 ABL Facility have a first priority security interest in substantially all personal property assets of the Company. The Amended 2021 ABL Facility’s borrowing base is comprised of eligible receivables and eligible inventory.
The Amended 2021 ABL Agreement contains customary representations and warranties, affirmative and negative covenants, subject in certain cases to customary limitations, exceptions and exclusions. The Amended 2021 ABL Agreement also contains certain customary events of default. The occurrence of an event of default under the Amended 2021 ABL Agreement could result in the termination of the commitments under the Amended 2021 ABL Facility and the acceleration of all outstanding borrowings under it.
The Company would become subject to compliance with a 1.0 to 1.0 minimum fixed charge coverage ratio financial covenant under the Amended 2021 ABL Agreement if the Company’s borrowing base availability falls below the greater of $35.0 million or 12.5% of the borrowing base. As of January 31, 2026, the Company’s availability under the Amended 2021 ABL Facility was $193.9 million. As of October 31, 2025, the Company’s availability under the 2021 ABL Facility was $307.6 million.
The fair value of the Amended 2021 ABL Facility approximated book value on January 31, 2026 and October 31, 2025.
As a result of the completion of the Terex Merger on February 2, 2026, the outstanding balance of the Amended 2021 ABL Facility and related letters of credit were fully extinguished. Refer to Note 15, Subsequent Events, for further details on the Terex Merger.
Note 9. Warranties
The Company’s products generally carry explicit warranties that extend from several months to several years, based on terms that are generally accepted in the marketplace. Selected components (such as engines, transmissions, tires, etc.) included in the Company’s products may include warranties from original equipment manufacturers (“OEM”). These OEM warranties are passed on to the end customer of the Company’s products, and the customer deals directly with the applicable OEM for any issues encountered on those components.
Changes in the Company’s warranty liability consisted of the following:
Three Months Ended
January 31,
20262025
Balance at beginning of period$52.7 $42.1 
Warranty provisions9.9 9.9 
Settlements made(8.1)(8.5)
Held for sale (Note 7)(1.3)— 
Balance at end of period$53.2 $43.5 
Accrued warranty is classified in the Company’s Condensed Unaudited Consolidated Balance Sheets as follows:
January 31, 2026October 31, 2025
Current liabilities$25.0 $25.7 
Other long-term liabilities28.2 27.0 
Total warranty liability$53.2 $52.7 

12

Note 10. Earnings Per Share
Basic earnings per common share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing net income by the weighted-average number of common shares outstanding assuming dilution. The difference between basic EPS and diluted EPS is the result of the dilutive effect of performance stock units, restricted stock units, and restricted stock awards. The table below reconciles basic weighted-average common shares outstanding to diluted weighted-average shares outstanding:
Three Months Ended
January 31,
20262025
Basic weighted-average common shares outstanding48,641,758 51,615,748 
Dilutive restricted stock awards206,895 258,725 
Dilutive restricted stock units449,070 408,061 
Dilutive performance stock units26,135 — 
Diluted weighted-average common shares outstanding49,323,858 52,282,534 

The table below represents exclusions from the calculation of diluted weighted-average shares outstanding due to their anti-dilutive effect:
Three Months Ended
January 31,
20262025
Anti-dilutive shares— 3,096 

Note 11. Income Taxes
Income taxes for the three months ended January 31, 2026 were computed using the actual tax rate for the period due to the merger with Terex on February 2, 2026. The merger resulted in a short-period to align with Terex’s calendar year. Accordingly, the three-month period ended January 31, 2026 is being treated as a discrete period.
The Company recorded income tax expense of $0.2 million for the three months ended January 31, 2026, or 1.5% of pre-tax income, compared to $3.8 million of expense, or 17.3% of pre-tax income for the three months ended January 31, 2025. Income tax expense for the three months ended January 31, 2026, was favorably impacted by $5.7 million of net discrete tax benefit, primarily related to stock-based compensation tax deductions. Income tax expense for the three months ended January 31, 2025, was favorably impacted by $1.7 million of net discrete tax benefit, primarily related to stock-based compensation tax deductions.
The Company periodically evaluates its valuation allowance requirements as facts and circumstances change and may adjust its deferred tax asset valuation allowances accordingly. It is reasonably possible that the Company will either add to or reverse a portion of its existing deferred tax asset valuation allowances in the future. Such changes in the deferred tax asset valuation allowances will be reflected in the current operations through the Company’s effective income tax rate.
The Company’s liability for unrecognized tax benefits, including interest and penalties, was $7.7 million as of January 31, 2026, and $7.4 million as of October 31, 2025. The unrecognized tax benefits are presented in other long-term liabilities in the Company’s Condensed Unaudited Consolidated Balance Sheets as of January 31, 2026. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in its Condensed Unaudited Consolidated Statement of Operations and Comprehensive Income.
The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. As of January 31, 2026, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits resulting in no material impact on its consolidated financial position and the results of operations and cash flows. However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company’s estimates and/or from its historical income tax provisions and income tax liabilities and could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments related to income tax examinations.
13

Note 12. Commitments and Contingencies
The Company is, from time to time, party to various legal proceedings, including product and general liability claims, arising out of the ordinary course of business. Assessments of legal proceedings can involve complex judgments about future events that may rely on estimates and assumptions. When assessing whether to record a liability related to legal proceedings, the Company adheres to the requirements of ASC 450, Contingencies, and other applicable guidance as necessary, and records liabilities in those instances where it can reasonably estimate the amount of the loss and when the loss is probable. When a range exists that is reasonably estimable and the loss is probable, the Company records an accrual in its financial statements equal to the most likely estimate of the loss, or the low end of the range, if there is no one best estimate. Additionally, these claims are sometimes covered by third-party insurance, which for some insurance policies is subject to a retention for which the Company is responsible. In the event the loss amount recorded for a claim exceeds the Company's retention, an indemnification receivable is recorded for the difference as long as the receivable is probable of collection.
Market Risks: The Company is contingently liable under bid, performance and specialty bonds issued by the Company’s surety company and has open standby letters of credit issued by the Company’s banks in favor of third parties as follows:
January 31, 2026October 31, 2025
Performance, bid and specialty bonds$854.0 $706.0 
Open standby letters of credit15.0 15.0 
Total$869.0 $721.0 

Chassis Contingent Liabilities: The Company obtains certain vehicle chassis from automobile manufacturers under converter pool agreements. These agreements generally provide that the manufacturer will supply chassis at the Company’s various production facilities under the terms and conditions set forth in the agreement. The manufacturer does not transfer the certificate of origin to the Company upon delivery. Accordingly, the chassis are not owned by the Company when delivered, and therefore, are excluded from the Company’s inventory. Upon being put into production, the Company owns the inventory and becomes obligated to pay the manufacturer for the chassis. Chassis are typically placed into production within 90 to 120 days of delivery to the Company. If the chassis are not placed into production within this timeframe, the Company generally purchases the chassis and records inventory, or the Company is obligated to begin paying an interest charge on this inventory until purchased. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the value of the vehicle chassis that would be resold to mitigate any losses. The Company’s contingent liability under such agreements was $17.8 million and $25.6 million as of January 31, 2026 and October 31, 2025, respectively.
From time to time, the Company’s customers may provide their own vehicle chassis, at their sole discretion, in connection with specific vehicle orders. These vehicle chassis are stored at the Company’s various production facilities until the related value-added work is completed and the finished unit is shipped back to the customer. The customer does not transfer the vehicle chassis certificate of origin to the Company. Accordingly, such chassis are not owned by the Company when delivered or throughout the production process, and are, therefore, excluded from the Company’s inventory. The Company’s maximum contingent liability related to these vehicle chassis was $25.2 million and $27.5 million as of January 31, 2026 and October 31, 2025, respectively. Losses incurred related to these arrangements have not been significant.
Repurchase Commitments: The Company has repurchase agreements with certain lending institutions. The repurchase commitments are on an individual unit basis with a term from the date it is financed by the lending institution through payment date by the dealer or other customer, generally not exceeding two years. The Company also repurchases inventory from dealers from time to time due to state law or regulatory requirements that require manufacturers to repurchase inventory if a dealership exits the business. The Company’s maximum contingent liability under such agreements was $407.5 million and $451.9 million as of January 31, 2026, and October 31, 2025, respectively, which represents the gross value of all vehicles under repurchase agreements. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the resale value of the units which are required to be repurchased. Losses incurred under such arrangements have not been significant. The reserve for losses included in other liabilities on contracts outstanding as of January 31, 2026 and October 31, 2025 are immaterial.
14

Guarantee Arrangements: The Company is party to multiple agreements whereby it guaranteed an aggregate of $12.9 million and $14.4 million at January 31, 2026 and October 31, 2025, respectively, of indebtedness of others, including losses under loss pool agreements. The Company estimated that its maximum loss exposure under these contracts was $2.3 million and $2.8 million as of January 31, 2026 and October 31, 2025, respectively. Under the terms of these and various related agreements and upon the occurrence of certain events, the Company generally has the ability to, among other things, take possession of the underlying collateral. While the Company does not expect to experience losses under these agreements that are materially in excess of the amounts reserved, it cannot provide any assurance that the financial condition of the third parties will not deteriorate resulting in the third party’s inability to meet their obligations. Additionally, the Company cannot guarantee that the collateral underlying the agreements will be available or sufficient to avoid losses materially in excess of the amount reserved. The reserve for losses included in other liabilities on these guarantee arrangements as of January 31, 2026 and October 31, 2025 are immaterial.
Note 13. Business Segment Information
The Company is organized into two reportable segments, Specialty Vehicles and Recreational Vehicles, which is aligned with the chief operating decision maker's (“CODM”) internal reporting structure and with the CODM's process for making operating decisions, allocating capital and measuring performance. The President and Chief Executive Officer is the Company's CODM. All segment information has been recast to conform to the new reportable segments. The Company’s segments are as follows:
Specialty Vehicles: This segment includes E-One, Ferrara, KME, Spartan Emergency Response, Smeal, Spartan Fire Chassis, Ladder Tower, AEV, Horton, Leader, Road Rescue, Wheeled Coach, Capacity, and LayMor. These businesses manufacture, market and distribute commercial and custom fire and ambulance vehicles primarily for fire departments, airports, other governmental units, contractors, hospitals and other care providers in the United States and other countries, trucks used in terminal type operations, i.e., rail yards, warehouses, rail terminals and shipping terminals/ports; and industrial sweepers for both the commercial and rental markets.
Recreational Vehicles: This segment includes REV Recreation Group, Renegade RV, Midwest Automotive Designs, and Goldshield and their respective manufacturing facilities, service and parts divisions. REV Recreation Group primarily manufactures, markets and distributes Class A RVs in both gas and diesel models, and also distributes Class B and Class C RVs. Renegade primarily manufactures, markets and distributes Class C and “Super C” RVs. Midwest manufactures, markets and distributes Class B RVs and luxury vans. The Company completed the sale of Midwest on February 9, 2026. Refer to Note 15, Subsequent Events, for further details. Goldshield manufactures, markets and distributes fiberglass reinforced molded parts to a diverse cross section of original equipment manufacturers and other commercial and industrial customers, including various components for REV Recreation Group’s Fleetwood family of brands.
For purposes of measuring financial performance of its business segments, the Company does not allocate to individual business segments costs or items that are of a corporate nature. The caption “Corporate, Other & Elims” includes corporate expenses, results of insignificant operations, intersegment eliminations and income and expense not allocated to reportable segments.
Total assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, certain property, plant and equipment and certain other assets pertaining to corporate and other centralized activities.
Intersegment sales generally include amounts invoiced by a segment for work performed for another segment. Amounts are based on actual work performed and agreed-upon pricing which is intended to be reflective of the contribution made by the supplying business segment. All intersegment transactions have been eliminated in consolidation.
The CODM uses Adjusted EBITDA to evaluate the performance of the reportable segments as well as in the budgeting and forecasting process. In making this evaluation, the CODM regularly evaluates Adjusted EBITDA in relation to prior period results and forecasted amounts. The CODM also uses Adjusted EBITDA to determine the allocation of resources, investment in strategic initiatives and capital investments, and to make overall operating decisions for the reportable segments. Adjusted EBITDA is defined as net income for the relevant period before depreciation and amortization, interest expense, and income taxes, as adjusted for items management believes are not indicative of the Company’s ongoing operating performance. Adjusted EBITDA is not a measure defined by U.S. GAAP but is computed using amounts that are determined in accordance with U.S. GAAP. A reconciliation of this performance measure to net income is included below.
The Company believes Adjusted EBITDA is useful to investors and used by management for measuring profitability because the measure excludes the impact of certain items which management believes have less bearing on the Company’s core operating performance, and allows for a more meaningful comparison of operating fundamentals between companies within its industries. Additionally, Adjusted EBITDA is used by management to measure and report the Company’s financial performance to the
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Company’s Board of Directors, assists in providing a meaningful analysis of the Company’s operating performance and is used as a measurement in incentive compensation for management.
Below is a breakout of Net Sales, significant segment expenses, and a reconciliation of segment Adjusted EBITDA to Net income:
Three Months Ended January 31, 2026
Specialty VehiclesRecreational
Vehicles		Corporate,
Other & Elims		Consolidated
Net Sales$400.9 $151.4 $(0.2)$552.1 
Cost of Sales337.6 138.3 (0.4)475.5 
Selling, general and administrative32.4 9.5 3.4 45.3 
Other segment items(a)(13.5)(4.3)4.6 (13.2)
Adjusted EBITDA$44.4 $7.9 $(7.8)$44.5 
Depreciation and amortization(6.5)
Interest expense, net(6.2)
Provision for income taxes(0.2)
Transaction expenses(1.8)
Stock-based compensation expense(4.2)
Legal matters(0.7)
Loss on held for sale(11.6)
Net Income13.3 

Three Months Ended January 31, 2025
Specialty VehiclesRecreational
Vehicles		Corporate,
Other & Elims		Consolidated
Net Sales$370.2 $155.0 $(0.1)$525.1 
Cost of Sales316.4 138.9 — 455.3 
Selling, general and administrative22.5 8.4 10.9 41.8 
Other segment items(a)(3.9)(1.5)(3.4)(8.8)
Adjusted EBITDA$35.2 $9.2 $(7.6)$36.8 
Depreciation and amortization(6.0)
Interest expense, net(6.0)
Provision for income taxes(3.8)
Stock-based compensation expense(2.8)
Net Income18.2 
(a) Other segment items primarily includes depreciation, amortization, stock-based compensation expense, and other amounts included in Cost of Sales and/or Selling, general and administrative expense, which are not included in the measurement of Adjusted EBITDA.
Selected financial information of the Company's segments is as follows:
Three Months Ended
January 31,
Capital Expenditures20262025
Specialty Vehicles$5.9 $4.1 
Recreational Vehicles0.8 0.5 
Corporate and Other0.7 0.3 
Consolidated$7.4 $4.9 

Total AssetsJanuary 31, 2026October 31, 2025
Specialty Vehicles$852.3 $811.4 
Recreational Vehicles306.2 309.4 
Corporate and Other126.5 79.2 
Consolidated$1,285.0 $1,200.0 

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Note 14. Shareholders' Equity
Share Repurchases: On December 5, 2024, the Company’s Board of Directors authorized the Company to repurchase up to $250.0 million of the Company’s outstanding common stock (the “2024 Repurchase Program”). The 2024 Repurchase Program replaced the prior repurchase program. The 2024 Repurchase Program expires 24 months after the authorization date and gives management flexibility to determine the conditions under which shares may be purchased from time to time through a variety of methods, including in privately negotiated or open market transactions, such as pursuant to a trading plan in accordance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act or a combination of methods. The 2024 Repurchase Program does not obligate the Company to acquire any specific number of shares and it can be suspended or discontinued at any time without notice. During the three months ended January 31, 2025, the Company repurchased and retired 579,165 shares under the 2024 Repurchase Program at a cost of $19.2 million and at an average price of approximately $33.09 per share, excluding commissions, fees and excise taxes. The Company did not repurchase any shares under the 2024 Repurchase Program during the three months ended January 31, 2026.
Note 15. Subsequent Events
Terex Merger: On February 2, 2026, pursuant to the Merger Agreement, (i) Merger Sub 1 merged with and into the Company (the “First Merger”), with the Company continuing as the surviving corporation in the First Merger (the time the First Merger becomes effective, the “Effective Time”) and (ii) immediately following the First Merger, the Company was merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company in the Second Merger as a wholly owned subsidiary of Terex (the “Second Merger” and, together with the First Merger, the “Terex Merger”). At the Effective Time, each issued and outstanding share of the Company's common stock (other than certain excluded shares) was converted into the right to receive (i) 0.9809 shares of common stock, par value $0.01 per share, of Terex, and (ii) $8.71 in cash (without interest), in each case subject to the terms and conditions of the Merger Agreement.
In connection with the Terex Merger, the outstanding common stock of the Company was converted into Terex Stock, and the Company ceased to be listed on the New York Stock Exchange, and was subsequently deregistered as a public registrant. Merger Sub 2, the surviving company in the Second Merger, was renamed REV Group, LLC.
The Company incurred transaction costs directly related to the Terex Merger of $1.7 million for the period ended January 31, 2026, which are included in Selling, general and administrative expense. The Company incurred $50.0 million of additional transaction costs related to the Terex Merger which were contingent upon the closing of the transaction. Given this contingency, such costs have been excluded from these financial statements.
Midwest Sale: On February 9, 2026, in connection with a strategic review of the product portfolio, the Company completed the sale of Midwest to Alliance RV, LLC, pursuant to the terms of the related purchase agreement. Midwest was previously reported as part of the Recreational Vehicles segment. The Company incurred $0.1 million of transaction costs directly related to the sale of Midwest for the period ended January 31, 2026, which are included in Selling, general and administrative expense.
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Exhibit 99.2




UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On October 29, 2025, Terex Corporation (the “Company” or “Terex”) entered into a definitive merger agreement with REV Group, Inc. (“REV”), a publicly traded manufacturer and distributor of specialty vehicles and related aftermarket parts and services, in a stock-and-cash transaction (the “Merger”), in which the Company acquired 100% of the issued and outstanding stock of REV. On February 2, 2026 (the “Closing Date”), the Company completed the Merger in accordance with the terms of the agreement. The provisional purchase consideration of $3,384 million is based on the conversion of each outstanding share of REV to 0.9809 of a share of Terex and $8.71 in cash ($426 million in total), the settlement of REV’s outstanding debt owed to a third-party bank that was required to be repaid at closing, and the estimated fair value of converted unvested share based awards attributable to pre-combination service. In connection with the Merger, there were an additional 47.9 million shares of Terex issued upon conversion.

REV serves a diversified customer base primarily in the United States (“U.S.”), and its products are sold to municipalities, government agencies, private contractors, consumers, and industrial and commercial end users. REV provides customized vehicle solutions for applications, including essential needs for public services (ambulances and fire apparatus), commercial infrastructure (terminal trucks and industrial sweepers) and consumer leisure (motorized recreational vehicles). The Merger created a diversified specialty equipment manufacturer of emergency, waste, utilities, environmental, material processing equipment and mobile elevating work platforms with attractive end markets characterized by low cyclicality and long-term growth profiles.

The Unaudited Pro Forma Condensed Combined Statements of Income for the six months ended June 30, 2026 and for the year ended December 31, 2025 are intended to present the combined statements of income of Terex after giving effect to the Merger as if it had occurred on January 1, 2025.

For the six months ended June 30, 2026, REV's historical results reflected in the Unaudited Pro Forma Condensed Combined Statement of Income represent REV's results of operations for the period from January 1, 2026 through February 1, 2026. Terex's historical results for the six months ended June 30, 2026 include REV's results of operations from February 2, 2026, the Closing Date, through June 30, 2026.

For the year ended December 31, 2025, REV's historical results reflected in the Unaudited Pro Forma Condensed Combined Statement of Income were derived from its Annual Report on Form 10-K for the fiscal year ended October 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”). The difference between REV's fiscal year end of October 31 and Terex's fiscal year end of December 31 is less than one quarter. Accordingly, under Article 11 of Regulation S-X, the historical financial information of REV is not required to be adjusted in the Unaudited Pro Forma Condensed Combined Statements of Income.

The Unaudited Pro Forma Condensed Combined Statements of Income were prepared to reflect the effects of the purchase method of accounting with Terex treated as the acquiring entity. Accordingly, the aggregate value of the consideration to be paid by Terex to complete the Merger was allocated to the assets acquired and liabilities assumed in the Merger based upon their estimated fair values as of the date of the Merger.

The application of purchase accounting under ASC 805 requires the recognition and measurement of the identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. Goodwill is calculated as the excess of the aggregate of the fair value of the consideration transferred over the fair value of the net assets recognized. The net assets and liabilities of REV were recorded at their estimated fair value using Level 3 inputs. In valuing acquired assets and liabilities, fair value estimates are based on, but are not limited to, future expected cash flows, market rate assumptions for contractual obligations, future revenue growth, profitability, appropriate discount rates, attrition rates, royalty rates, growth rates, and economic lives. The Company believes that such information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed; however, the purchase accounting remains provisional and is subject to change during the measurement period as the Company continues to evaluate the fair values of certain assets acquired and liabilities assumed. As a result, the provisional amounts recognized for certain assets acquired and liabilities assumed, such as contingencies and income tax positions, require further analysis and may change materially as the analysis is completed.
1

The unaudited pro forma adjustments are based upon currently available information, estimates and assumptions that Terex’s management believes are reasonable as of the date hereof. The pro forma adjustments and related assumptions are described in the accompanying notes presented on the following pages, which should be read together with the Unaudited Pro Forma Condensed Combined Statements of Income.

These Unaudited Pro Forma Condensed Combined Statements of Income have been developed from and should be read in conjunction with (1) the unaudited condensed consolidated financial statements of Terex contained in Terex's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on July 30, 2026, (2) the unaudited condensed consolidated financial statements of REV contained in REV's report for the three month period ended January 31, 2026, filed with the SEC on July 31, 2026 as an exhibit to Terex's Current Report on Form 8-K, from which the results for the period January 1 through February 1, 2026 were derived, (3) the audited consolidated financial statements of Terex contained in Terex's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 13, 2026, and (4) the audited consolidated financial statements of REV contained in REV's Annual Report on Form 10-K for the fiscal year ended October 31, 2025, filed with the SEC on December 10, 2025. The Unaudited Pro Forma Condensed Combined Statements of Income are provided for illustrative purposes only and do not purport to represent Terex consolidated results of operations or consolidated financial position had the Merger occurred on the dates assumed, nor are these financial statements necessarily indicative of the future consolidated results of operations or consolidated financial position of Terex. The actual results may differ materially from those reflected in the Unaudited Pro Forma Condensed Combined Statements of Income for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the Unaudited Pro Forma Condensed Combined Statements of Income and actual amounts. Except as expressly set forth in the Notes thereto, the Unaudited Pro Forma Condensed Combined Statements of Income do not reflect the costs or benefits that may result from the Merger.
2

Unaudited Pro Forma Condensed Combined Statements of Income
For the Six Months Ended June 30, 2026
(dollars in millions)

HistoricalPro Forma
Terex
REV Group
 Transaction Accounting Adjustments
Pro Forma
(1)(2)
Net sales$3,972 $190 $— $4,162 
Cost of goods sold(3,321)(163)86 (4), (5), (6)(3,398)
Gross profit651 27 86 764 
Selling, general and administrative expenses(451)(16)56 (5), (7), (9), (10), (11)(411)
Amortization of purchased intangibles(95)— (13)(6)(108)
Operating profit
105 11 129 245 
Other (expense) income
Interest income9 — — 9 
Interest expense(97)(2)— (99)
Other (expense) income – net(4)(13)12 (9)(5)
Income (loss) before income taxes
13 (4)141 150 
Benefit from (provision for) income taxes4 4 (27)(8)(19)
Income from continuing operations17 — 114 131 
Income from discontinued operations - net of tax4 — — 4 
Net income$21 $— $114 $135 
Basic earnings per share:
Income from continuing operations$0.16 $1.15 
Income from discontinued operations - net of tax
0.04 0.04 
Net income$0.20 $1.19 
Diluted earnings per share:
Income from continuing operations$0.16 $1.15 
Income from discontinued operations - net of tax
0.04 0.03 
Net income$0.20 $1.18 
Weighted average number of shares outstanding in per share calculation(12)(12)
Basic104.5 113.4 
Diluted105.4 114.2 

See accompanying notes to the unaudited pro forma condensed combined statements of income.

3

Unaudited Pro Forma Condensed Combined Statements of Income
For the Year Ended December 31, 2025
(dollars in millions)

HistoricalPro Forma
Terex
REV Group
 Transaction Accounting Adjustments
Pro Forma
(1)(2)
Net sales$5,421 $2,464 $— $7,885 
Cost of goods sold(4,370)(2,094)(46)(3), (4), (5), (6)$(6,510)
Gross profit1,051 370 (46)1,375 
Selling, general and administrative expenses(576)(186)(111)(5), (7), (9), (10), (11)(873)
Amortization of purchased intangibles— (2)(213)(3), (6)(215)
Operating profit
475 182 (370)287 
Other income (expense)
Interest income12 — — 12 
Interest expense(177)(25)— (202)
Other income (expense) – net(18)(40)40 (9)(18)
Income (loss) before income taxes
292 117 (330)79 
(Provision for) benefit from income taxes(71)(22)72 (8)(21)
Net income (loss)$221 $95 $(258)$58 
Earnings per share
Basic
$3.36 $0.51 
Diluted
$3.33 $0.50 
Weighted average number of shares outstanding in per share calculation(12)(12)
Basic65.8 114.0 
Diluted66.3 115.1 

See accompanying notes to the unaudited pro forma condensed combined statements of income.
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Notes to the Unaudited Pro Forma Condensed Combined Statements of Income

Note 1 - Basis of Presentation

The Unaudited Pro Forma Condensed Combined Statements of Income for the six months ended June 30, 2026 and the year ended December 31, 2025 were prepared in accordance with the Article 11 of Regulation S-X and Accounting Standards Codification 805, “Business Combinations". These rules require adjustments to the assets and liabilities acquired based on their fair values, identification and measurement of intangible assets and related changes in depreciation and amortization expense. The historical audited consolidated financial statements and unaudited condensed consolidated financial statements of Terex and REV were prepared in accordance with U.S. GAAP.

The accompanying Unaudited Pro Forma Condensed Combined Statements of Income for the six months ended June 30, 2026 and for the year ended December 31, 2025 are intended to present the pro forma consolidated results of operations of Terex based upon the historical financial statements of Terex and REV, after giving effect to the Merger and other adjustments described in these notes, and are intended to reflect the impact of the Merger on Terex's consolidated results of operations as if it had occurred on January 1, 2025.

The accompanying Unaudited Pro Forma Condensed Combined Statements of Income are presented for illustrative purposes only and do not reflect the costs of any integration activities or benefits that may result from the Merger or what the Terex consolidated results of operations would have been had the Merger occurred on the dates assumed, nor are they indicative of the future consolidated results of operations of Terex and they are based on the information available at the time of their preparation. Actual results may differ materially from those reflected in the Unaudited Pro Forma Condensed Combined Statements of Income for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the Unaudited Pro Forma Condensed Combined Statements of Income and actual amounts.

5

Note 2 - Preliminary Purchase Price Allocation

On the Closing Date, the Company completed the Merger in accordance with the terms of the definitive merger agreement with REV. The results of REV have been included in the Company’s results of operations from the Closing Date. The provisional purchase consideration of $3,384 million is based on the conversion of each outstanding share of REV to 0.9809 of a share of Terex and $8.71 in cash ($426 million in total), the settlement of REV’s outstanding debt owed to a third-party bank that was required to be repaid at closing, and estimated fair value of converted unvested share based awards attributable to pre-combination service. In connection with the Merger, there were an additional 47.9 million shares of Terex issued upon conversion.

The following table summarizes the components of the estimated consideration (in millions except per-share information and the exchange ratio):
REV shares outstanding(1)
48.9 
Cash consideration (per REV share)$8.71 
Cash portion of purchase price
$426 
Settlement of REV’s outstanding debt
122 
Total cash consideration transferred
$548 
REV shares outstanding(1)
48.9 
Exchange ratio0.9809 
Total Terex common shares issued47.9 
Terex's share price(2)
$58.99 
Equity portion of purchase price
$2,828 
Fair value of converted unvested share based awards attributable to pre-combination services(3)
$8 
Total provisional consideration transferred
$3,384 
(1) Represents REV’s outstanding shares as of February 1, 2026.
(2) Represents Terex's share price as of February 2, 2026.
(3) Represents fair value estimate as of February 2, 2026.

REV's outstanding equity awards were replaced by Terex's equity awards with substantially the same terms and conditions in the manner specified in the merger agreement. A portion of these awards are included in the consideration transferred and recorded within additional paid-in-capital. The remainder will be recognized as post-combination compensation expense based on the vesting terms of the replacement equity awards.


6

Note 3 - Conforming Accounting Policies and Principles

Upon review of REV’s accounting policies we did not identify differences between the accounting policies of the two companies that, when conformed, had a material impact on these Unaudited Pro Forma Condensed Combined Statements of Income, other than certain reclassifications which are reflected in the Pro Forma adjustments and related footnotes.
7
Note 4 - Pro Forma Adjustments

Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income
(1)Represents Terex’s historical consolidated statement of income for the six months ended June 30, 2026 and the year ended December 31, 2025. The historical unaudited condensed consolidated statement of income for the six months ended June 30, 2026 is included in Terex's Form 10-Q filed with the SEC on July 30, 2026 and the historical audited consolidated statement of income for the year ended December 31, 2025 is included in Terex's Form 10-K filed with the SEC on February 13, 2026.
(2)Represents REV’s historical consolidated statement of income for the period January 1 to February 1, 2026 and the year ended October 31, 2025. The historical consolidated statement of income for the period January 1 to January 31, 2026 is derived from the unaudited REV report as of and for the three month period ended January 31, 2026, the latter of which includes Net Sales, Gross Profit, and Net Income of $552 million, $77 million, and $13 million, respectively. The unaudited REV report as of and for the three month period ended January 31, 2026 was filed with the SEC on July 31, 2026 as an exhibit to Terex's Current Report on Form 8-K. February 1, 2026 was a non-business day, and as such there was no material activity to include for purposes of the pro forma. The historical audited consolidated statement of income for the year ended October 31, 2025 is included in REV's Form 10-K filed with the SEC on December 11, 2025.
(3)Represents the reclassification of $69 million of amortization expense of certain finite-lived intangibles from Cost of goods sold to operating expenses to align with the voluntary classification change made by the Company in 2026.
(4)Represents an adjustment to remove the $91 million in the fair value step-up of inventory recorded in connection with the Merger from the six months ended June 30, 2026, and to include it in the year ended December 31, 2025.
(5)Represents an immaterial amount of incremental depreciation expense recorded to Cost of goods sold and Selling, general and administrative expenses for the period January 1 to February 1, 2026, and $4 million ($3 million to Cost of goods sold and $1 million to Selling, general and administrative expenses) for the year ended December 31, 2025, related to the fair value step-up of property, plant, and equipment recorded in connection with the Merger.
(6)Represents the removal of an immaterial amount of historical amortization expense recognized by REV in the pre-combination period of January 1 to February 1, 2026 and $2 million for the year ended October 31, 2025, from Selling, general and administrative expenses. This adjustment also represents incremental amortization expense of $18 million ($5 million to Cost of goods sold and $13 million to Selling, General and administrative expenses) for the pre-combination period of January 1 to February 1, 2026, and amortization expense of $167 million ($21 million to Cost of goods sold and $146 million to Selling, General and administrative expenses) for the year ended December 31, 2025, related to the recognition and measurement of finite-lived intangible assets recorded in connection with the Merger.
(7)Reflects the removal of transaction costs of $18 million incurred in connection with the Merger during the six months ended June 30, 2026 and the inclusion of these costs in the year ended December 31, 2025. For tax purposes, $12 million will be deductible and $6 million will be subject to capitalization.
(8)A statutory tax rate of 24.5% was used to estimate the income tax effects of the pro forma adjustments.
(9)Reflects an adjustment to reclassify the loss on sale of business of $12 million and $40 million recognized in REV's historical results of operations for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively, from Other (expense) income - net, to Selling, general and administrative expenses to conform REV’s historical presentation to Terex’s.
(10)Reflects the removal of $22 million related to payments made to certain executives as a result of change in control provisions that were triggered, and severance and retention costs incurred in connection with the Merger from the results of operations for the six months ended June 30, 2026, and the inclusion of these costs in the year ended December 31, 2025. For tax purposes, $14 million will be deductible and $8 million will be non-deductible.
(11)Represents the removal of incremental stock-based compensation expense related to accelerated stock vestings and fair value step-up of REV replacement stock awards in connection with the Merger from the six months ended June 30, 2026, and the inclusion of this incremental expense in the year ended December 31, 2025. As a result, there was a decrease of $28 million and increase of $30 million of stock-based compensation expense for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. For tax purposes, $7 million will be deductible and $21 million will be non-deductible as it relates to the decrease of $28 million for the six months ended June 30, 2026 while $11 million will be deductible and $19 million will be non-deductible as it relates to the increase of $30 million for the year ended December 31, 2025.
(12)The unaudited pro forma combined basic and diluted earnings per share have been adjusted to reflect the unaudited pro forma net income for the year ended December 31, 2025. In addition, the number of shares used in calculating the unaudited pro forma combined basic and diluted net earnings per share has been adjusted to reflect the estimated total number of shares of common stock of Terex after the issuance of Terex shares to REV stockholders in connection with the Merger. For the year ended December 31, 2025, the unaudited pro forma weighted average shares have been calculated as follows:
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Basic Weighted Average Shares
(in millions)
Year ended December 31, 2025
Historical Weighted Average number of Terex shares outstanding - Basic
65.8 
Impact of issuance of Terex shares to REV stockholders assuming issuance as of January 1, 202547.9 
Impact of vesting of Terex shares under change-in-control provision and severance due to the Merger, assuming vesting as of January 1, 20250.3 
Total114.0 
Diluted Weighted Average Shares
(in millions)
Historical effect of dilutive securities of Terex0.5 
Impact of issuance of Terex shares to REV employees assuming issuance as of January 1, 2025, exclusive of shares vested due to change-in-control and severance0.6 
Total115.1 



Basic Weighted Average Shares
(in millions)
Six Months ended June 30, 2026
Historical Weighted Average number of Terex shares outstanding - Basic
104.5 
Impact of issuance of Terex shares to REV stockholders assuming issuance as of January 1, 20258.6 
Impact of vesting of Terex shares under change-in-control provision and severance due to the Merger, assuming vesting as of January 1, 20250.3 
Total113.4 
Diluted Weighted Average Shares
(in millions)
Historical effect of dilutive securities of Terex0.8 
Total114.2 
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